EXHIBIT 24


                            GENERAL POWER OF ATTORNEY

         I, Bernard M. Trager of  Louisville,  Kentucky,  hereby  constitute and
appoint  Steven E. Trager of  Louisville,  my true and lawful  attorney-in-fact,
with full power for me and in my name,  place and stead, in his sole discretion,
to transact,  handle and dispose of all matters affecting me and/or my estate in
any possible way.  Without  limiting or derogating  from this general  power,  I
specifically  authorize  my  attorney-in-fact  for me and in my name,  place and
stead, in his sole discretion,  to make contracts;  to lease, sell or convey any
real or  personal  property  that I may now or  hereafter  own;  to receive  and
receipt  for any money  which may now or  hereafter  be due to me; to retain and
release all liens on real or personal property to draw, make and sign in my name
any and all checks, contracts or agreements;  to invest or reinvest my money for
me; to institute or defend suits  concerning my property or rights;  to file all
tax  returns  (including,  without  limitation,  state and  federal  income  tax
returns);  to enter all safe deposit  boxes;  to transfer  assets of mine to any
trust  created by me for addition to trust  principal;  and  generally to do and
perform  for me and in my name  all  that I might do if  present.  Also  without
limiting  or  derogating   from  his  (her)  general   power,   I  authorize  my
attorney-in-fact  to make all  decisions  regarding  my health  care and medical
treatment.

         This general  power of attorney  shall not be affected by my disability
as principal.

         I hereby adopt and ratify all of the acts of my said  attorney  done in
pursuance  of the power hereby  granted,  as fully as if I were acting in my own
proper person.

         IN TESTIMONY  WHEREOF,  WITNESS my signature this 17th day of December,
1998.


                                      /s/ BERNARD M. TRAGER
                                      ------------------------------------
                                      BERNARD M. TRAGER



COMMONWEALTH OF KENTUCKY)
                        :
COUNTY OF JEFFERSON     )

         I, a Notary Public in and for the Commonwealth and County aforesaid, do
certify that the foregoing General Power of Attorney was this day produced to be
by BERNARD M. TRAGER and  acknowledged by BERNARD M. TRAGER to be his (her) free
act and deed.

         WITNESS my hand and seal of office this 17th day of December, 1998.

/S/ JAN A. HYLAND                                    2/14/99
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Notary                                      My commission expires